Huatai United Securities Co., Ltd
On the deposit and actual use of raised funds in 2021 for Beijing Oriental Jicheng Co.Ltd(002819) issuing shares to purchase assets and raising supporting funds and related party transactions
Special verification opinions
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" and "independent financial consultant") as the independent financial consultant of Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as " Beijing Oriental Jicheng Co.Ltd(002819) ", "company" or "listed company") in 2021, issued shares to purchase assets and raised supporting funds and related transactions (hereinafter referred to as "this transaction"), in accordance with the administrative measures for major asset restructuring of listed companies Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 - recommendation business, and guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and other relevant provisions, Carefully and prudently checked the deposit and actual use of the raised funds of Beijing Oriental Jicheng Co.Ltd(002819) this transaction in 2021. The specific verification is as follows:
1、 Basic information of raised funds
(I) actual amount of funds raised and time of funds in place
With the approval of zjfzz [2021] No. 3033 document of China Securities Regulatory Commission and the consent of Shenzhen Stock Exchange, Huatai United Securities Co., Ltd., the lead underwriter, privately issued 27624309 shares to specific investors on October 26, 2021 through the system of Shenzhen Stock Exchange, with an issue price of 21.72 yuan and a total raised capital of 5999999148 yuan, After deducting 2865128706 yuan (excluding value-added tax) related to the issuance, the net amount of funds actually raised was 57134870442 yuan.
The net amount of the above raised funds has been verified by Grant Thornton Certified Public Accountants (special general partnership) and issued
Capital verification report (ztyz [2021] No. 110c000730).
(II) amount used and current balance in the current year
Purchase assets and raise supporting funds according to Beijing Oriental Jicheng Co.Ltd(002819) issuing shares
Report on gold and related party transactions, the matching funds raised by this non-public offering of shares are used to pay for this transaction
Relevant expenses and supplementary working capital.
As of December 31, 2021, the balance deposited in the special account for raised funds was RMB 15514801
The structural deposit balance is RMB 10000000000, totaling RMB 10015514801.
2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of the raised funds and protect the rights and interests of investors, the company shall, in accordance with the supervision and administration of listed companies
Regulatory guidelines No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022)
And Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board (2022)
Beijing Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd. has been formulated in accordance with the provisions of the company's actual situation
Special management system for raised funds of limited company (hereinafter referred to as "management system").
According to the management system and business needs, the company will implement a special account for the raised funds from November 2021
Deposit, set up a special account for the use of raised funds in the bank, and signed the fund raising agreement with the deposit bank and independent financial consultant
The tripartite supervision agreement on raised funds strictly examines and approves the use of raised funds to ensure that the special funds are used for special purposes. section
By December 31, 2021, the company has strictly complied with the provisions of the tripartite supervision agreement on raised funds,
Deposit and use of raised funds.
(II) storage of raised funds in special account
As of December 31, 2021, the specific deposit of raised funds (unit: RMB) is as follows:
Deposit bank account number account category storage balance
Bank Of Beijing Co.Ltd(601169) Fuyu sub branch 20 Ping An Bank Co.Ltd(000001) 3064 Wuhu Conch Profiles And Science Co.Ltd(000619) 36522 current 15514801
Bank Of Beijing Co.Ltd(601169) Fuyu sub branch 20 Ping An Bank Co.Ltd(000001) 306400038440877 structural deposit 10000000000
Deposit bank account number account category storage balance
Total 10015514801
The above deposit balance has been included in the interest of the special account for raised funds and financial management income of 46518053 yuan.
3、 Use of raised funds in 2021
(I) advance investment and replacement of investment projects with raised funds
As of November 18, 2021, the company has paid RMB 945854631 in advance of intermediary fees with self raised funds. On November 19, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on replacing self raised funds with raised funds to pay intermediary fees in advance, It is agreed that the company will replace the intermediary fees paid in advance with self raised funds with raised funds of 945854631 yuan, totaling 945854631 yuan. Zhitong Certified Public Accountants (special general partnership) has conducted a special audit and issued the verification report on Beijing Oriental Jicheng Co.Ltd(002819) replacing self raised funds with raised funds and paying intermediary fees in advance (ztzz [2021] No. 110c017707).
(II) change the use of funds for the investment project with raised funds
As of December 31, 2021, the company has not changed the investment projects of raised funds.
(III) external transfer or replacement of the investment project of the previously raised funds
As of December 31, 2021, the company has no investment projects of the previously raised funds that have been transferred or
Replacement.
(IV) comparison table of use of raised funds
See attached table 1 for the comparison table of the use of raised funds in 2021.
4、 Assurance opinions of Accountants on the special report on the annual storage and use of raised funds
Grant Thornton Certified Public Accountants (special general partnership) conducted a special audit on Beijing Oriental Jicheng Co.Ltd(002819) the special report on the deposit and actual use of raised funds in 2021, and issued a verification report (Grant Thornton special Zi (2022) No. 110a004085). According to the report, Beijing Oriental Jicheng Co.Ltd(002819) the special report on the deposit and actual use of raised funds in 2021 prepared by the board of directors of Beijing Oriental Jicheng Co.Ltd(002819) complies with the guidelines for the supervision of listed companies No. 2 - listed companies
The company's regulatory requirements for the management and use of raised funds (revised in 2022), the relevant provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022) and the relevant format guidelines, and truly reflect the deposit and actual use of raised funds in Beijing Oriental Jicheng Co.Ltd(002819) 2021 in all major aspects.
5、 Problems in the use and disclosure of raised funds
According to the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board (2022), the deposit and use of raised funds shall be disclosed in a timely, true, accurate and complete manner.
6、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that in 2021, Beijing Oriental Jicheng Co.Ltd(002819) has timely, truly, accurately and completely disclosed the storage and use of supporting raised funds in accordance with relevant laws and regulations, and the actual use of raised funds is not significantly different from that disclosed in the company's periodic reports and other information disclosure documents. The agreement on the tripartite supervision of raised funds signed by the company complies with the provisions of the administrative measures for the recommendation business of securities issuance and listing, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the stock listing rules of Shenzhen Stock Exchange and other regulatory documents. The raised funds are stored and used in a special account, and there is no illegal use of the raised funds, There is no situation that damages the interests of shareholders.
Schedule 1:
Comparison table of use of raised funds in 2021
Monetary unit: RMB 10000
The total amount of raised funds is 5713487, and the total amount of raised funds invested in this year is 4716587
Total amount of raised funds with changed purposes during the reporting period-
Cumulative total raised funds with changed purposes - the cumulative total raised funds invested is 4716587, and the proportion of cumulative total raised funds with changed purposes is 0%
Has the project reached the deadline
The total investment amount after adjustment of the raised funds of the change item is invested in the current year. As of the end of the period, the cumulative investment reservation can make whether the project feasibility can be achieved in the current year. It is realized on the state day (including the investment amount promised by the Ministry and the progress of the investment amount (%). Whether there is a significant change in the total amount is expected (1) (2) (3) = benefit
(change) period
(2)/(1)
Committed investment projects
Payment of relevant fees for this transaction no 40001134.87111014111014 97.82% n / a n / a n / a no
Supplementary working capital no 56 Shenzhen Fountain Corporation(000005) 6 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 6055734605573 82.24% not applicable not applicable not applicable no
Total - 60 Shenzhen Fountain Corporation(000005) 71348747165874716587 82.55%————
The circumstances and reasons for not reaching the planned progress or expected benefits are not applicable
Description of major changes in project feasibility
